Instructions to Escrow Agent. Instructions given to the Escrow Agent pursuant to this Agreement shall be given by duly authorized signatories of the respective Parties hereto.
Instructions to Escrow Agent. Seller hereby covenants and agrees that at any time Xxxxxx xx or becomes obligated to indemnify a Buyer Indemnified Party for Buyer Indemnified Costs under this Article XI, Seller will execute and deliver to the Escrow Agent written instructions to release to the Buyer Indemnified Party such portion of the Holdback Amount as is necessary to indemnify the Buyer Indemnified Party for such Buyer Indemnified Costs.
Instructions to Escrow Agent. In the event of a determination that a payment is due to any Seller Indemnified Party, the Purchaser and the Sellers' Representative shall issue joint written instructions to the Escrow Agent to distribute a portion of the Indemnity Escrow Fund equal to such payment.
Instructions to Escrow Agent. Purchaser and Seller each hereby agrees to instruct the Escrow Agent to apply the amounts in the Escrow Account in accordance with Section 1.5 and each acknowledges and agrees that the Escrow Account shall only be used as provided herein and shall not be used for any other purposes whatsoever.
Instructions to Escrow Agent. All instructions received by the Escrow Agent from TAS must be signed by an officer of TAS and of LJH. All instructions received by the Escrow Agent from TIMCO must be signed by an officer of TIMCO.
Instructions to Escrow Agent. The Indemnifying Party hereby covenants and agrees that at any time the Indemnifying Party is obligated to indemnify a Indemnitee for Damages under this Article XI and such Damages are to be paid out of the Escrow Shares, if requested by Parent, Indemnifying Party shall execute and deliver to the Escrow Agent written instructions pursuant to the Escrow Agreement to release to the Indemnitee such portion of the Indemnity Deposit as is necessary to indemnify the Indemnitee for such Damages.
Instructions to Escrow Agent. Upon the final determination of the Closing Net Working Capital, the Purchaser and the Company agree to prepare, execute and deliver joint written instructions to the Escrow Agent (pursuant to the terms of the Adjustment Escrow Agreement) with respect to the distribution of the entire Adjustment Escrow Fund.
Instructions to Escrow Agent. So long as any funds are held by the Escrow Agent pursuant to the terms of the Escrow Agreement, upon any payment of interest on the Debentures, conversion of the Debentures or repurchase of the Debentures, as required under the Indenture, the Company shall provide prior, as to interest and redemption payments, and prompt, as to conversions, written instructions to the Escrow Agent authorizing the Escrow Agent to release such payments as may be required to be made to any holder of a Debenture, to the extent funds are then held by the Escrow Agent pursuant to the terms of the Escrow Agreement. Any failure of the Company to deliver such instructions, following 3 Trading Days written notice from a holder of a Debenture, shall be deemed an Event of Default under the Indenture, which Event of Default shall not be subject to any cure period thereunder.
Instructions to Escrow Agent. XLSource and Buyer hereby jointly instruct the Escrow Agent to disburse to Buyer on or promptly following the date of execution of this Second Amendment, the entire amount held by the Escrow Agent in the XLSource Escrow Account pursuant to the Escrow Agreement dated as of July 18, 1997 among XLSource, Buyer and the Escrow Agent (the "Escrow Agreement"). After February 5, 1998, all interest accruing on the amounts held pursuant to the Escrow Agreement shall be deemed income earned by and allocable to Buyer. XLSource shall pay to Buyer by wire transfer on the date of execution of this Second Amendment an amount equal to the amount of any such interest that has been paid by the Escrow Agent to XLSource.
Instructions to Escrow Agent. 3.1 Upon receipt of the Proceeds, the Escrow Agent shall deposit such Proceeds in a term deposit, guaranteed investment certificate or segregated interest-bearing account of or with the Bank of Nova Scotia, maturing on the date the F3 Registration Statement becomes effective (the "Effective Date") (or such other date or dates in the sole and absolute discretion of the Escrow Agent) to be dealt with by the Escrow Agent subject to the terms and conditions hereof.
